Indeck Energy Services, Inc., and Subsidiaries - Page 38




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          obligation fixed as of the date the purported interest began to             
          accrue.                                                                     
               Indeck had no existing, legally enforceable obligation to              
          pay a discernible sum for Mr. Polsky’s shares prior to May 15,              
          1994, the date by which closing was to occur under the Settlement           
          Agreement.  Indeck urges that it had an “unconditional                      
          obligation” to purchase Mr. Polsky’s shares under the                       
          Shareholders’ Agreement, as a result of his involuntary                     
          termination, at a price determined by the highest bona fide offer           
          received for Indeck’s outstanding shares within one year of the             
          termination.  But the Shareholders’ Agreement’s formula for                 
          setting the purchase price of Mr. Polsky’s shares was far too               
          indefinite to give rise to indebtedness.  The terms of the                  
          Shareholders’ Agreement allowed Indeck to contend that the third-           
          party offers obtained by Mr. Polsky to set the price were not               
          bona fide (as Indeck in fact contended during the period that the           
          purported indebtedness gave rise to interest).  For his part, Mr.           
          Polsky contended that, under the combined terms of the Employment           
          and Shareholders’ Agreements, the price to be paid for his shares           
          should be measured as of the expiration of his term of                      
          employment.  In short, upon Mr. Polsky’s termination, the parties           
          vigorously disputed the terms of Indeck’s obligation to purchase            
          Mr. Polsky’s shares.                                                        








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